Master Subscription Terms and Conditions
1.1 These terms and conditions (the “Master Terms”), the Website Terms and the Purchase Agreement(s) (as defined below) together (the “Agreement”) govern the use by the Client (as defined below) of any subscription content together with any ancillary products and services, in whatever form and however provided, which are provided by MEED Media FZ-LLC and purchased in accordance with the relevant Purchase Agreement (the “Services”).
1.2 This Agreement is between MEED Media FZ-LLC trade licence number 18693, a company incorporated as a free zone company with limited liability pursuant to the Dubai Technology and Media Free Zone Private Companies Regulations 2003 issued under Law No. 1 of 2000 of the Emirate of Dubai (as amended), whose registered office is PO Box 25960, 20th Floor, Al Thuraya Tower 1, Dubai Media City, Dubai, UAE (“MEED”), and the named recipient of the MEED services on the Purchase Agreement.
1.3 Your acceptance of the Purchase Agreement constitutes an application to use the Services pursuant to the terms of this Agreement and accessing and using the Services; you confirm your agreement to be bound hereby. To the extent there is any conflict between this Agreement and the terms and conditions of use posted on the Digital Sites and Services this Agreement shall take precedence subject to Clause 15.1.
2.1 All references to “us”, “our” and “MEED” in this Agreement are intended to refer to MEED (as defined above) and its affiliates. All references to “you”, “your” and “user” in this Agreement are intended to refer to the Client and all authorised users.
2.2 In the Agreement, the following words shall have the following meanings:
“Affiliate” means any entity controlling, controlled by or under common control with the Client or MEED;
”Charges and Fees” means the charges and fees specified in the Purchase Agreement payable by the Client to MEED;
“Client” means the entity identified as such in the Purchase Agreement;
“Client Authorised Signatory” means any individual authorised by the Client to enter into legally binding agreements on behalf of the Client;
“Confidential Information” means all non-public information in any form, furnished or made available in connection with the Agreement by or on behalf of one party (“Disclosing Party”) to the (“Receiving Party”) which is marked confidential or restricted, or would be understood by a reasonable person in the Receiving Party’s position to be confidential;
”Effective Date” means the date when the Purchase Agreement is executed by the parties incorporating the Master Terms;
“Entity” means the legal entity comprising the Client, including the Client’s Affiliates;
“Notice of Cancellation” means written notice of termination of the Agreement served by the Client Authorised Signatory or a MEED Authorised Signatory on the other party no later than 90 days prior to the next Renewal Date;
“Purchase Agreement” means the purchase agreement or form, including any such form completed online, forming part of the Agreement which the Client completes to receive (a) the MEED Content; and/or the Services;
“Renewal Date” means the date on which each Renewal Term shall commence and being the date following the last day of the Term and each anniversary thereof;
“Renewal Term” means in relation to a Purchase Agreement for MEED Content and/or MEED Services each automatic period of renewal following the Term which will have a duration equivalent to the Term for that Purchase Agreement;
“Services” has the definition given in Clause 1 above;
“Sites” means all website(s) run by MEED incorporating any MEED content;
“User” means each employee, consultant or contractor of the Client who has been nominated by the Client and agreed with MEED to have access to or otherwise be supplied with the MEED Sites and content subscribed for by the Client;
“Registered IP Addresses” means the internet protocol addresses listed in the Purchase Agreement and associated with the Client’s premises;
“Website Terms” means the website terms governing use of the Sites as published on the Sites (and as may be varied from time to time by MEED upon posting on the Sites);
“MEED Authorised Signatory” means any individual on the MEED executive team authorised to enter into legally binding agreements on behalf of MEED;
“Subscription Period” means the period of time stated in the Purchase Agreement for which access to the MEED Sites is granted;
“MEED Deliverables” means the MEED Digital Sites and Services, any tangible products forming part of the Services and described as such on the Purchase Agreement.
2.3 Any reference in the Agreement to the singular includes the plural and vice versa and words in one gender includes both genders.
3. SUBSCRIPTION CONTRACT
3.1 When you telephone, email, submit order online by clicking on the “Submit Order” button, post or fax us with details of your order, you are making an offer to take out a subscription which, if accepted by us in writing to you, will result in a binding contract (see clause 3.3 below).
3.2 If placing your order online, your credit/debit card will be debited when you click “Submit Order”. Although you will either see an online confirmation page or receive an email acknowledging that your order has been received successfully and is being processed, the contract between us is not formed at this point.
3.3 A legally binding contract is formed on the date we send you written confirmation of your order via email (the “Order Confirmation”). In relation to telephone orders, we will email a written confirmation of your order. We will not be responsible if you fail to receive the written confirmation because you have supplied us with an incorrect email or postal address or if your payment cannot be processed.
3.4 Upon you receiving the Order Confirmation of your subscription order, we agree to grant you access to your MEED Subscription features along with access to www.meed.com with a username and password for the period of subscription subject to Clause 5 with the agreed number of users.
4. RIGHT TO REFUSE ORDERS
4.1 We reserve the right not to accept or process your subscription order for any reason. All orders are subject to validation checks and authorisation by your payment card issuer.
4.2 We reserve the right not to fulfil, and to cancel, orders if we are unable to obtain payment authorisation from the issuer of your payment card or cheque, or in the event of errors or mistake in advertised prices or your application.
5. FEES AND PAYMENT TERMS
5.1 You agree to pay to MEED, in advance, the non-refundable fee for access to the Services as specified in the Purchase Agreement (the “Fee”). All invoices, if applicable, in respect of the Fee are due and payable by you within 30 days of the date of the relevant invoice. You acknowledge that access to the Services may not be granted until payment of any Fee is received by MEED, and such access prior to payment of the Fee shall be granted at the sole discretion of MEED.
5.2 You are also responsible for all taxes and other government charges or fees, which MEED may add and bill to your account.
5.3 In addition to the charges set forth above, you may incur and are responsible for all charges associated with connecting to the Digital Sites and Services, including all telephone access lines, telephone and computer equipment and any service fees necessary to access the Sites.
5.4 For the Services, you acknowledge and agree that MEED shall with effect from each anniversary from the start of your subscription be entitled to increase the Fee by an amount equal to the then current rate of inflation in Dubai or 5% the higher of which shall prevail, without prior notification to you. Your continued use of the Services shall constitute your acceptance of the increased Fee.
5.5 Without prejudice to any other rights and remedies available to MEED, MEED shall be entitled to: (a) charge you statutory interest at the rate of 4% above the base annual rate of Barclays Bank Plc on any overdue amount under this Agreement, accruing on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment and compounding every 90 days.
(b) charge an administration fee of $50 if any cheque drawn in its favour by the Buyer in purported satisfaction of any unpaid invoice is dishonoured on presentation; and
(c) instruct a debt collection agency (apart from solicitors) to recover any sum due and in that case all charges incurred by MEED as a result of such instruction shall be payable by the Buyer in any event upon demand.
5.6 If you are acquired by or acquire a third party which itself possesses a subscription to the Services, with effect from expiry of either your subscription or the third party’s subscription (whichever occurs soonest), the parties may agree to replace or amend this Agreement to reflect the increased number of users and the accompanying increase in the Fee.
6. CONTRACT TERM AND AUTOMATIC RENEWAL
6.1 This Agreement shall commence on the date on which MEED accepts and provides you with written Confirmation of your order and from the date you and any authorised users shall have access to the Services in accordance with the Purchase Agreement.
6.2 All our subscription contracts are for a minimum 12 month period including subscriptions which begin with introductory rates. Following the initial period, your subscription shall automatically renew on each anniversary of the date of the Order Confirmation (“Renewal Date”) unless and until we receive at least 90 days’ prior written notification from you in advance of the next Renewal Date. For any Renewal year payment is due in advance of that Renewal Date and any grace period shall be at the sole discretion of MEED.
7.1 You warrant that the information you have given in the Purchase Agreement is accurate and complete.
7.2 It is your responsibility to update your registration data and promptly notify MEED of any changes to your information by contacting your sales contact or account manager.
7.3 To use the Services, you must and provide MEED with accurate and complete registration information.
7.4 As part of the registration process MEED shall assign you, or at the discretion of MEED, shall allow you to select, a user name and password. Each registration is for a single user only. The named recipient of the magazine on the Purchase Agreement is deemed to be the single user of the assigned Digital Sites and Services subscription and access will be activated once MEED has the named users.
7.5 Each additional authorised user appointed by you shall be assigned (or selected at the discretion of MEED) a separate user name and password for access to the Sites or website access will be activated once MEED has received the named users. Your access will start from the day of corporate account purchase and it is your responsibility to supply us with the names of users at your earliest convenience. No extension will be made beyond the length of the agreed subscription.
7.7 By activating a user’s access, the Client and the User agrees that he will not allow others to use his user name and password and he is solely responsible for maintaining the confidentiality and security of his account. The Client agrees to notify MEED immediately of any unauthorised use of user name and password.
8.1 MEED hereby grants you a non-transferable, limited license to do the following, solely for your product design, development, inspiration, research and manufacturing purposes: view, download and print such Content and create derivative works of pictorial works such as images, photographs, graphics, pictures, illustrations, and designs included within the Content and use such works and your derivative works thereof on or in your products; provided, however your use is limited to non-commercial use only.
(a) Save in respect of items clearly marked “downloadable”, the following are strictly forbidden and represent a breach of this Agreement, unless prior written consent is obtained from MEED or the relevant third party Content provider:
(i) Incorporation of Content in promotional items (including greeting cards, t-shirts, postcards, posters, phone cards, credit cards, templates, CD covers, cassette covers, board games, and calendars), magazines, newspapers, advertising, editorials, catalogs, flyers, brochures, disposable packaging, book covers, and educational textbooks;
(ii) Incorporation of Content in any electronic or digital materials including screensavers, electronic greeting cards, websites, broadcast video, and multimedia including film and video, and CD ROMs;
(iii) Resale of Content in its original condition or in a digitally manipulated form;
(iv) Incorporation of names or likenesses of individuals from Content on or in your products;
(v) Incorporation of distinctive locations, buildings, businesses, personal property or products from Content on or in your products;
(vi) Use of MEED or third party trademarks, trade names or service marks on or in your products;
(vii) Distribution of Content to parties outside of the Client organization. However, you may provide pictorial works such as images, photographs, graphics, pictures, illustrations, and designs included within Content to your suppliers, vendors, independent contractors and consultants for the sole purpose of aiding you in connection with your product design, development, inspiration, research and manufacturing requirements only. The sharing of such works for the purposes stated in this paragraph, is at your discretion but in no way absolves you from the full responsibilities for all terms and conditions contained within this Agreement; or
(viii) Use, or permitting the use of, data or information on the Sites for generating any statistical information which is sold, rented published, furnished or in any manner provided to a third party.
(b) MEED may provide news e-mail service or other prompts to new Content. Your use of the Content received through the e-mail news service will be subject to the terms and conditions of this Agreement.
(c) Copyright in any software that is made available to you for download from the Digital Sites and Services (Software) belongs to MEED or its Software suppliers. You may not install or use any Software unless you agree to be governed by the terms of any license agreement that accompanies or is included with the Software.
(d) You acknowledge that the Content is only for your general information and use and does not constitute any form of advice, recommendation or arrangement by MEED and is not intended to be relied upon by you in making any specific business or investment decisions. Any reliance by you upon any advice, opinion, statement or other information displayed or distributed through the Sites is at your sole risk.
(e) Any use of the Services other than as specifically permitted above is prohibited.
8.2 Your username and password are granted to you solely and you agree not to pass or transfer it to any third party.
8.3 You acknowledge and agree that we and our licensors own all intellectual property rights for the content delivered via the Services and all information accessed thereon. Except as expressly stated in this agreement, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the services, trademarks, information or articles delivered via the Services.
8.4 All rights in the Services are owned by us or our Licensors. No part of any content may be reproduced in any form without our prior written permission or as permitted by law. You may only use the content for your own requirements in the course of your own business as per Clause 8.1.
8.5 We use reasonable endeavours to ensure that all information delivered via the Services is accurate and up-to-date at the time of publication, but all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
You acknowledge that the software, inventions, know-how, databases, data compilations, methods, processes, designs and architecture underlying the Digital Sites and Services (“Technology”) are protected by intellectual property rights. You agree that you will not (and will not allow any third parties to):
(a) Use any device, robot, spider, other automatic software or device, or any manual process, to interfere or attempt to interfere with the proper working of the Sites, or to monitor use of the Sites, without MEED’ prior written permission;
(b) Take any action that imposes an unreasonable or disproportionately large load on the Digital Sites and Services infrastructure;
(c) Decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Technology (except that the foregoing restrictions shall only apply to the extent they are allowable under applicable law);
(d) Use any network monitoring or discovery software to determine the Digital Sites and Services architecture, or extract information about usage, individual identities or users;
(e) Circumvent, disable, or otherwise interfere with security-related features of the Digital Sites and Services, including any features designed to prevent, limit, or restrict use or copying of any Content; or
(f) Bypass robot exclusion headers or other similar measures MEED may use to prevent or restrict access to, or caching of, the Digital Sites and Services.
THE SITE, INCLUDING CONTENT, IS PROVIDED “AS IS”, WITHOUT WARRANTY OR ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY REGARDING CONTENT, SERVICES, UNINTERRUPTED ACCESS, PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE, RESULTS OF USE OF THE SITE OR ANY SOFTWARE LICENSED TO YOU, OR THE AVAILABILITY OR ACCURACY THEREOF. SPECIFICALLY, MEED DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.
11. DELIVERY OF MATERIALS IN HARD COPY
11.1 If the delivery of any materials in hard copy forms part of the Services we will deliver the relevant material to the address you supply to us when you place your order.
11.2 You agree that we will not be responsible for failure to deliver the relevant material if you have supplied us with an incorrect address.
11.3 We reserve the right to dispose of any such materials without an obligation to refund you or any other person if they are returned to us and despite efforts to contact you we do not receive correct address details.
11.4 We will not be liable to you for any delay in delivery or non-delivery of any such materials in the following circumstances:
(a) where the issuer of your payment card or cheque refuses to authorise payment to us;
(b) where such delay or failure is due to circumstances beyond our control or the control of our sub–contractors and agents, including but not restricted to war, acts of terrorism, electricity power failure, utilities failure, failure of telecommunications links, failure of transport infrastructure, fire, flood, excessive snow fall, government act, act of God, legislative constraints, strikes, labour disputes or malicious damage involving employees.
12. LIABILITY AND INDEMNITY
12.1 Our liability to you in the event of any material referred to in Clause 11.1 being lost in despatch shall be limited to providing a reasonably equivalent replacement for that material if notified within 2 months of date of issue.
12.2 We will not be liable for any claims, losses, including but not limited to direct, indirect, special, economic and consequential loss or damage (including but not limited to loss of profits, loss of revenue or loss of goodwill), whether in contract, negligence or other tortious action arising out of or in connection with the subscription and our publication.
12.3 To the extent permitted by law we exclude all other liability to you. Our exclusions of liability shall not apply to any damages arising from death or personal injury caused by our negligence or that of any of our employees or agents.
12.4 You agree to indemnify and hold MEED and its employees, agents, officers, directors and other representatives harmless from and against all costs, losses, liabilities and expenses (including legal fees) which MEED may suffer or incur, in connection with or arising from your or your authorised users breach of this Agreement, use of the Site, use of Content or unauthorised use of your or any of your authorised users user name and pass word.
12.5 These Terms and Conditions do not and shall not affect your statutory rights as a consumer.
12.6 You agree to comply with all local rules of your country regarding online Conduct and acceptable Content. Please note that information published on the Sites may refer to products, programs or services that are not available in your country.
13. IP ADDRESSES AND COOKIES
13.1 We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
13.2 For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer or other internet-enabled device. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us to estimate our audience size and usage pattern; to store information about your preferences, and so allow us to customise our site according to your individual interests; to recognise you when you return to our site.
14.1 You warrant that you shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Foreign Corrupt Practices Act 1977;
(b) comply with such of MEED’s anti-bribery and anti-corruption policies as are notified to you from time to time; and
(c) promptly report to MEED any request or demand for any undue financial or other advantage of any kind received by or on your behalf in connection with the performance of this Agreement. Breach of this paragraph 14.1 shall be deemed a material breach of this Agreement.
15.1 We reserve the right to change these terms and conditions at any time by posting changes on the brands websites or in the magazine. It is your responsibility to refer to these terms and conditions when accessing any content by any means.
15.2 This Agreement, together with any documents referred to herein or required to be entered into pursuant to these terms and conditions, contains the entire agreement and understanding between us and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of these terms and conditions and any such document.
15.3 You accept that communication with us may be electronic. We may contact you by email or provide you with information by posting notices on the Digital Sites and Services. You agree this is electronic means of communication and you acknowledge that all such communications that we provide to you electronically comply with any legal or contractual requirement that such communication be made in writing.
15.4 You acknowledge that in placing an order you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in these terms and conditions.
15.5 You may not assign, sub-licence, sub-contract or otherwise transfer to any third party (including any group company) your rights and/or obligations under these terms. We may assign, sub-licence, sub-contract or transfer our rights to any third party at any time.
15.6 From time to time we will run subscription offers. These offers may be available to new subscribers only and this will be stated clearly on the offer. If an offer is available, customers must clearly state/quote the Priority Code at the time of ordering to be eligible for the offer or gift. Gifts are subject to availability and strictly limited to a first come first serve basis. Where the offer has a closing date, we will not accept orders for this offer after the stated date.
16.1 Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.
16.2 Each party shall only disclose such confidential information: (i) to those of its employees who may reasonably need to know the same to the extent required for the proper performance of this Agreement; and/or (ii) to the extent that such confidential information is required to be disclosed by law.
17.1 We use any personal and transitional information (e.g. Name, address, e-mail, address, debit or credit card details) you supply to us in order to fulfil your subscription, and to contact you to renew your subscription.
17.2 For information about how we use and treat your personal information please refer to www.meed.com/privacy-policy.
18. GOVERNING LAW AND JURISDICTION
18.1 The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales and the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with the Agreement
19. SCOPE OF AGREEMENT
These are the conditions of the contract between you, the Client (“You” and “your”) and MEED Media FZ-LLC, (“MEED Media FZ-LLC,”, “we”, “us” and “our”) governing your use of our services, as set out in your purchase order. This agreement constitutes the entire agreement between MEED Media FZ-LLC, and you. All prior agreements, understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this agreement. MEED Media FZ-LLC, incorporated as a Free Zone Company with Limited Liability pursuant to the Dubai Technology and Media Free Zone Private Companies Regulations 2003 issued under Law No. 1 of 2000 of the Emirate of Dubai (as amended), whose registered office is PO Box 25960, 20th Floor, Al Thuraya Tower 1, Dubai Media City, Dubai, UAE (trade license number 18693
20. REPORT PURCHASE ORDER
Report Purchase Orders shall only be binding when accepted by us. You shall not cancel or amend the Report Purchase Order unless we have given our prior written consent. We shall assume that any person who places a Report Purchase Order on your behalf can bind you legally.
The legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Product belonging to us, the holding company, or our licensors, as the case may be, at all times. You obtain no ownership rights in the Product or any of the Intellectual Property Rights pursuant to or arising out of this Agreement.
22. GRANT OF LICENSE
We grant you a non exclusive, non transferable license to use the products described in the Report Purchase Order (“Product”). You warrant that you shall only use the Product for your business purposes in accordance with this agreement and shall not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate the Product (or any part of it) to any person other than in accordance with these terms and conditions. You further warrant that you shall comply with all applicable laws and regulations and shall not knowingly use the Product for any improper or unlawful purposes.
Unless stated otherwise on the Report Purchase Order, the product is licensed to you on a single user basis. Only the user named on the Report Purchase Order as the customer may use the product as outlined in this agreement. Additional user licenses may be purchased by you at our prevailing standard list prices for single users or by the purchase of a site wide or global license. You warrant that you will use appropriate controls to ensure that the license is not breached by you or other users and agree that any breach may cause us irreparable harm. You agree we have the right to charge additional fees for unauthorized usage in line with our standard list prices. This clause survives termination of the Agreement.
24. FEES & PAYMENT TERMS
Payment is due in full prior to delivery of any product. We shall invoice you, plus VAT if applicable, for fees payable by you to us under this Agreement (“Fees”) upon our acceptance of a Report Purchase Order. Unless indicated otherwise on the Report Purchase Order you will pay all invoices on receipt of that invoice. Should your account fall overdue then interest will be charged at a rate of 3% per annum above NatWest’s base rate from time to time in force together with compensation for debt recovery costs pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. Interest will be calculated daily form the due date to the payment date.
25. WARRANTY & INDEMNITY
You warrant and represent to us that you have all necessary rights to grant the rights and licenses set out in your contract with us. You agree that there have been no guarantees made by us for this report and that no employee of MEED Media FZ-LLC has made a promise or commitment that does not appear here. You agree to indemnify and hold MEED Media FZ-LLC and any of our officers, employees and agents harmless from and against all claims, liabilities, expenses, losses, cost or damages incurred or suffered and any claims of legal proceedings which are brought or threatened, in each case arising from any violation or infringement of third party rights, or any breach of any of these terms and conditions.
In the event of an error caused by us or others in any reports or tabulations supplied to you, we will use our best endeavors to correct the error at our own expense, but will not be held liable for the consequences of the error beyond the provision of corrected reports and tabulations. To the furthest extent permitted by law, we do not accept liability for any claims, liabilities, expenses, losses, costs or damages (including without limitation, damages or any consequential loss or loss of business opportunities and/or profits) however arising from the use by the client of the data provided by MEED Media FZ-LLC to the client. In addition we do not accept liability for any errors or omissions or claims for losses arising from any free of charge services. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total Charges received by us from you for services outlined in your Report Purchase Order. Every care is taken to avoid mistakes but we cannot accept liability for any errors due to you, your third parties, sub-contractors or inaccurate instructions from any of the foregoing. Any third party booking from any agent will be deemed jointly and severally liable with the agent’s client to us in respect of all matters including charges relating to the booking and conditions therein contained. No action arising out of this agreement (other than an action by MEED Media FZ-LLC for the recovery of fees owed by the client to MEED Media FZ-LLC) may be brought more than one year after the cause of action first arose.
Neither party shall, except as required to perform our and/ or your respective rights and obligations, use, copy, adapt, alter, disclose to any third party or part with possession of any information or data of the other party which is disclosed or otherwise comes into our or your possession directly or indirectly as a result of these Terms and which is of a confidential nature, in writing marked confidential or, if disclosed orally, reduced to writing and marked confidential within 30 days of the date of such disclosure (“Information”). This obligation shall not apply to information:
• a. the receiving party can prove was in its possession at the date it was received or obtained; or
• b. the receiving party obtains from some person other than us, you or an Affiliate with good legal title thereto; or
• c. comes into the public domain otherwise than through the default or negligence of the receiving party; or
• d. is independently developed by or for the receiving party.
28. FORCE MAJEURE
We will not be liable for any delay or failure to perform any obligation under this Agreement due to any event beyond our reasonable control,
including but not limited to, earthquake, fire, flood or any other natural disaster, labor dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of services and platforms used to operate our electronic media.